The share-based long-term incentive scheme of the key employees of Stockmann plc and its subsidiaries
STOCKMANN plc, Other information disclosed according to the rules of the Exchange 26.8.2022 at 9:00 EET
The Board of Directors of Stockmann plc (the "Company") has decided on the establishment of the share-based long-term incentive scheme targeted to the management and selected key personnel of the Company and its subsidiaries (jointly the “Group”). The incentive scheme consists of a Performance Share Plan (also “PSP”).
The objectives of the Performance Share Plan are to support the implementation of the Company’s strategy, to align the interests of the key personnel with those of the Company’s shareholders and to retain management and key personnel.
The Performance Share Plan consists of three annually commencing individual three-year performance periods, followed by the payment of the potential reward. The performance periods commence as of the beginning of the years 2022, 2023 and 2024. The commencement of each individual performance period is, however, subject to a separate Board approval in each case.
The PSP 2022–2024 commences effective as of the beginning of 2022 and the potential share reward thereunder will be paid during H1 2025. The payment of the reward is conditional on the achievement of the performance targets the Board of Directors has set for the performance period. The potential reward will be paid in new shares issued by the Company or treasury shares held by the Company. The Board of Directors has, however, the right to decide that the reward is paid in cash for special reasons.
The performance targets based on which the potential share reward under PSP 2022–2024 will be paid are total shareholder return, revenue, EBIT and climate neutrality. Eligible to participate in PSP 2022–2024 are approximately 40 individuals, including the members of the Group Management Team.
If all the performance targets set for PSP 2022‒2024 are fully achieved, the aggregate maximum number of shares to be paid based on this plan is approximately 2.0 million shares (referring to gross earning, from which the applicable payroll tax is withheld, and the remaining net value is paid to the participants in shares).
The estimated aggregate gross value of PSP 2022–2024, based on the current value of the Company’s share, is approximately EUR 5.28 million. The materialized value of the plan may deviate from this estimate as a result of share price development and the degree to which the performance targets set for the plan are achieved.
The Board of Directors of the Company decides on the performance criteria, persons authorized to participate in the Performance Share Plan and the amount of the threshold, target and maximum reward separately for each performance period. The payment of rewards under the Performance Share Plan is contingent upon the Board of Directors' discretionary assessment of progress made toward completion of the Company's restructuring programme and toward restoring the Company's dividend payment ability.
If a key person's employment, service or other equivalent contractual relationship with the Company or its subsidiary terminates before the payment date of the reward, the key person is, as a main rule, not entitled to any reward based on the Performance Share Plan.
The Company applies a share ownership policy to the members of the Group's Management Team. According to this policy each member of the Management Team is expected to retain in his/her ownership at least half of the shares received under the share-based incentive program of the Company until the value of his/her share ownership in the Company corresponds to at least his/her annual gross base salary.
Jukka Naulapää, Chief Legal Officer, tel. +358 9 121 3850
Chair of the Board